target="_blank" rel="nofollow" href="#fb3_img_img_14c99154-f122-56f6-b8e4-328c10c908b9.jpg" alt="Il_9781554887033_INT_0026_004"/> Be innovative.
The accountants among us may counter the argument to maintain or establish a large board by saying, “It’s going to cost the organization too much to maintain this board.” It is true that the costs associated with having a large board will increase the board’s operating costs. But it is worth the additional cost both to the organization and to its members only if each member of the board is participating to the best of his or her abilities. Each board member must contribute by attending meetings, by accepting challenges and responsibilities, by expressing his or her opinions when the need or opportunity arises, and by acting in good faith.
And remember: it is never wrong for a board member to have an opinion or rationale that reflects his or her unique background. That should be welcomed around the board table. But every board member must ensure that he or she attentively listens to the sentiments expressed by all fellow board members. And if an opposing view makes sense once you have heard the rationale behind it, feel free to change your opinion — and your vote. This has happened to me many times over the course of my twenty-five years serving on various boards. I have entered the boardroom with a specific take on an issue that will be discussed, but after hearing the arguments of my fellow board members, I have felt confident that their position on the issue was more logical, relevant, informed, or correct than mine. And I have not been afraid to admit it.
We all learn from one another. And showing respect for your fellow board members, acknowledging their differences, and accepting their views as valid will undoubtedly strengthen one’s position for a future date, as people tend to listen more carefully to someone they view as intelligent, well-informed, fair, and courteous. We get back what we give, and if we give others our unbiased attention and consideration, they are more likely to return the courtesy and perhaps change their vote to coincide with our own position on an important future issue.
2 Just What Do They Want from Me?
Now that you’ve left your hat at the door, and you understand the importance of impartiality and commitment to the board as discussed in chapter 1, you need to understand the principles behind board governance, and where you, as a director, fit into the scheme of things. What will your responsibilities (also referred to as “due diligence”) be as a director on this board? What are your rights as a director? And what is fiduciary duty? We will address each of these questions in this chapter.
Essentially, the board is the governing body of an organization and is a continuous corporate entity. Members of the board will come and go, but the board will remain as the ultimate authority of any organization or association. The duties of the board are to manage the organization and oversee senior staff, such as the executive director. Staff are employees and operate under direction from the board.
You, as an individual director, will likely assume specific responsibilities for a portion of the organization’s business and activities. As part of the board, you will help plan and implement the future path for the organization by becoming involved in the strategic planning and goal-setting of the group as a whole. You will also help manage the finances of the organization by developing the annual budget or approving the budget prepared by its staff. This is important stuff!
It is therefore your responsibility to find out as much as possible about the organization — whether you are just considering taking on a directorship or are already on the board.
Ethical Decision-making
Occasionally, while doing research on an organization, you may learn that it supports a cause or position you don’t or can’t ethically stand behind. It would therefore be your duty to decline the board position, as it is unlikely that you could fully support the organization’s goals or projects.
Just what is ethics all about? For a detailed explanation, visit the website of Santa Clara University (California) at www.scu.edu/ethics/practicing/decision/framework.html. Here, you will find an excellent interpretation of all the considerations that apply to making ethical decisions. A basic summary suggests that ethics is not about science, religion, feelings, or simply following the law. Making ethical decisions is about doing the “right thing” with respect to:
Bonnie Zink has extensive experience working in the healthcare/non-profit field in Saskatchewan, and helped put together a board manual for the Saskatchewan Association of Health Organizations (SAHO) in 2003. She is passionate about the issue of ethical decision-making: “As healthcare can be one of the most politicized issues of our day, ethical decision-making is an important component of every board-run organization.”
She adds, “We need to ask ourselves questions such as: Who receives a piece of the very limited resources available? How much ought they be entitled to? Why will organization A be successful over organization B in lobbying for the desired outcome? These are questions that remain central to any board decision with respect to the allocation of funds and other resources.”
Zink says that thinking and acting ethically as individual board members and as an organization will help ensure that each board decision is carefully deliberated and provides the fairest outcome possible. “Most healthcare boards are publicly funded, and decisions that determine where to allocate resources must be carefully thought out and validated in an ethical and transparent manner,” says Zink. “Thus ethics is an integral part of the decision-making process that both new and veteran board members ought to consider.”
For more on ethical decision-making, visit charactercounts.org, where you can sign up for a free e-newsletter from the Josephson Institute,
